Oh, what a process...
We revised our by-laws last year as a committee, and we wound up dissecting
every sentence. We made a lot of improvements, but I would definitely advise
that you take your time!
> 1- How many directors on the board? We started with 5 thirty years ago,
> officially have 11 now, but sort of have 14 because of some ambiguity in
> the wording of our bylaws. The local population is about 2,500 (yes, two
> thousand five hundred) and membership in the society has rarely exceeded
> 50 people. In reviewing old minutes, it looks like 7 to 9 was good and
> after that they had trouble getting everyone out to monthly meetings.
We used to have 7-15, but changed our by-laws to state 11 (9 elected, and
two appointed by the Mayor, which is dictated by our services agreement with
the city we serve, and that actually works to our advantage). I would advise
a firm number, because it allows the elections to be actual selections of
the most qualified people, rather than just winding up with all the
interested (but not necessarily qualified) parties serving on the board. I
would think that 7-9 members would be ample for a small organization.
> 2 - Do you allow proxy voting, either at general meetings or at board
> meetings? If yes, is there a limit on how many proxy votes one
> individual can "bring" to the meeting and if Sally (a board member)
> comes to the meeting with a proxy vote does she count as 1 person or 2
> for quorum purposes?
We do allow proxy ballots for member meetings, and we don't have any limits
as to how many proxies folks can bring with them. We encourage people to
mail or drop them off, and have people sign the back of the envelope.
Members only get to vote on by-laws and on board members.
I would STRONGLY discourage proxy voting at the Board meetings! I've seen it
happen at other organizations - nightmare.
At a recent board meeting we discussed the idea of requiring people to be a
member for two weeks before they could vote, because we got an awful lot of
new memberships before our last election (the first one where 11 people ran
for 9 places!). But we decided that if someone was good at campaigning among
the community and getting people to join the organization, then that might
just be the kind of influential person we would want on the board.
> 3 - Dealing with a fractious board or board members who seem intent on
> thwarting the work of the society (that won't land me in prison).
Everybody has one or two of those, I guess.... Contact me off list for
uncensored advice (still legal, though). But I would recommend that your
by-laws include term limits, to cycle people on and off the board. Our terms
are three years; board members can serve two terms and then have to take a
year off. That still lets them be on for 6 years (kind of a lot for some
people, IMHO).
Other than that, the best bet is to strongly encourage sensible board
members to take more active roles, and encourage sensible members of the
community to serve on the board. The success of a small organization is
STRONGLY influenced by board chemistry. You might also encourage various
forms of board training and education on what a board is supposed to do. It
doesn't always work, but it can be cathartic.
Let me know if you have any more questions, and good luck!
Erica
Erica S. Maniez
Museum Director, Issaquah Historical Society
425/392-3500
[log in to unmask]
www.issaquahhistory.org
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